8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported)  November 10, 2009

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RELM Wireless Corporation

(Exact name of registrant as specified in its charter)

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Nevada	000-07336	59-34862971
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

7100 Technology Drive, West Melbourne, FL 32904

(Address of principal executive offices) (Zip Code)

(321) 984-1414

Registrant's telephone number, including area code

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425

¨

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02

Results of Operations and Financial Condition.

On November 10, 2009, RELM Wireless Corporation (the “Registrant”) announced its financial and operating results for the quarter and nine months ended September 30, 2009 in the press release furnished herewith as Exhibit 99.1 and incorporated herein by reference.

The information in this Report, including the Exhibit, is being furnished pursuant to Item 2.02 of Form 8-K and General Instruction B.2 thereunder. Such information shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933, as amended.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit Number	Description
99.1	Press Release issued by the Registrant on November 10, 2009

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	RELM WIRELESS CORPORATION
	(Registrant)
Date: November 10, 2009	By:	/s/ WILLIAM P. KELLY
		William P. Kelly Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release issued by the Registrant on November 10, 2009

4

EX-99.1

	EXHIBIT 99.1
Company Contact:	Investor Relations Contact:
RELM Wireless Corporation	R J Falkner & Company, Inc.
William Kelly, EVP & CFO	R Jerry Falkner, CFA
(321) 984-1414	(800) 377-9893

RELM Wireless Reports Third Quarter and Year-To-Date Results

-Sales and Profits Increase Significantly From Prior Year Periods-

WEST MELBOURNE, Florida -- November 10, 2009 -- RELM Wireless Corporation (NYSE: Amex - RWC) today announced its financial and operating results for the quarter and nine months ended September 30, 2009.

For the quarter ended September 30, 2009, sales increased $2.5 million (43.2%) to approximately $8.3 million, compared with $5.8 million for the same quarter last year.  Pretax income for the quarter increased 265.0%, or $1.1 million, to $1.5 million compared with $0.4 million for the same quarter last year.  Net income for the third quarter 2009 approximated $0.9 million, or $0.07 per diluted share, compared with $0.3 million, or $0.02 per share, for the prior year’s third quarter.

Gross profit margin for the third quarter 2009 was improved to 51.1% of sales, versus 50.7% of sales for the same quarter last year.  Selling, general and administrative expenses were $2.7 million (32.8% of sales) in the third quarter 2009, compared with $2.6 million (44.1% of sales) in the third quarter 2008.

The Company had approximately $16.2 million in working capital as of September 30, 2009.  Cash and trade receivables increased almost 70% ($5.1 million) to-date in 2009 to $12.3 million compared with $7.2 million at the start of the year.  During the nine months ended September 30, 2009, the Company reduced net inventories by approximately $3.6 million (37.1%), and repaid in its entirety the $1.5 million balance that was outstanding at the start of the year on its revolving credit facility.

RELM President and Chief Executive Officer David Storey commented, “Following our record results for the second quarter, we are encouraged with the continued strength in sales and profits relative to the same periods last year.  We were particularly pleased with the sales of our P25 digital products and new KNG products, which comprised almost 60% of our total sales.  This is a positive indicator for the KNG line and its acceptance among new customers.  Success in aggressively pursuing more sales gains with KNG products is key to our strategy for profitable growth.  Meanwhile, we are being cautious in maintaining operating expenses at the reduced levels established late last year, as business conditions gradually improve.”

For the nine months ended September 30, 2009, sales increased approximately $6.5 million (41.9%) to $22.1 million, compared with $15.6 million for the same period last year.  Pretax income for the nine months ended September 30, 2009 increased $4.9 million to approximately $2.9 million, compared with a pretax loss of $2.0 million for the same period last year.  Net income for the nine months ended September 30, 2009 totaled approximately $2.0 million, or $0.15 per diluted share, compared with a net loss of $1.3 million, or $0.10 per share, for the same period last year.

Gross profit margin for the nine months ended September 30, 2009 was 48.5% of sales, versus 48.2% of sales for the same period last year.  Selling, general and administrative expenses for the nine months ended September 30, 2009 declined $1.9 million (19.4%) to approximately $7.8 million (35.2% of sales), compared with $9.7 million (62.0% of sales) for the same period last year.

Conference Call and Webcast

The Company will host a conference call and webcast for investors at 9:00 a.m. Eastern Time, Thursday, November 12, 2009.  Shareholders and other interested parties may participate in the conference call by dialing 800-860-2442 (international/local participants dial 412-858-4600) and asking to be connected to the “RELM Wireless Corporation Conference Call” a few minutes before 9:00 a.m. Eastern Time on November 12, 2009.  The call will also be webcast at http://www.relm.com.  Please allow extra time prior to the call to visit the site and download any necessary software to listen to the Internet webcast.  An online archive of the webcast will be available on the Company’s website for 30 days following the call at http://www.relm.com.

A replay of the conference call will be available one hour after the completion of the call until November 20, 2009, by dialing 877-344-7529 (international/local participants dial 412-317-0088) and entering the conference ID 435360.  

About APCO Project 25 (P25)

APCO Project 25 (P25), which requires interoperability among compliant equipment regardless of the manufacturer, was established by the Association of Public-Safety Communications Officials and is approved by the U.S. Department of Homeland Security.  The shift toward interoperability gained momentum as a result of significant communications failures during events such as the Oklahoma City bombings, the 9/11 attacks and Hurricane Katrina.  RELM was one of the first manufacturers to develop P25-compliant technology.

About RELM Wireless Corporation

As an American Manufacturer for more than 60 years, RELM Wireless Corporation has produced high-specification two-way communications equipment of unsurpassed reliability and value for use by public safety professionals and government agencies, as well as radios for use in a wide range of commercial and industrial applications.  Advances include a broad new line of leading digital two-way radios compliant with APCO Project 25 specifications.  RELM’s products are manufactured and distributed worldwide under BK Radio and RELM brand names. The Company maintains its headquarters in West Melbourne, Florida and can be contacted through its web site at www.relm.com or directly at 1-800-821-2900.  The Company’s common stock trades on the NYSE Amex market under the symbol “RWC”.

This press release contains certain forward-looking statements that are made pursuant to the “Safe Harbor” provisions of the Private Securities Litigation Reform Act Of 1995.  These forward-looking statements concern the Company’s operations, economic performance and financial condition and are based largely on the Company’s beliefs and expectations.  These statements involve known and unknown risks, uncertainties and other factors that

may cause the actual results, performance or achievements of the Company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.  Such factors and risks include, among others, the following: risks relating to the current financial crisis and adverse economic conditions; reliance on contract manufacturers; heavy reliance on sales to the U.S. Government; federal, state and local budget deficits and spending limitations; limitations in available radio spectrum for use by land mobile radios; general economic and business conditions amid the financial crisis; changes in customer preferences; competition; changes in technology; changes in business strategy; the debt and inventory levels of the Company; quality of management, business abilities and judgment of the Company’s personnel; and the availability, terms and deployment of capital. & nbsp;Certain of these factors and risks, as well as other risks and uncertainties, are stated in more detail in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 and in the Company’s subsequent filings with the SEC.  These forward-looking statements are made as of the date of this press release, and the Company assumes no obligation to update the forward-looking statements or to update the reasons why actual results could differ from those projected in the forward-looking statements.

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(Financial Tables to Follow)

RELM WIRELESS CORPORATION

Condensed Consolidated Statements of Operations

(In Thousands, Except Per Share Amounts)

	Three Months Ended				Nine Months Ended
	(Unaudited)				(Unaudited)
	9/30/2009		9/30/2008		9/30/2009		9/30/2008
Sales, net	$	8,292	$	5,790	$	22,141	$	15,599
Expenses:
Cost of products		4,058		2,852		11,398		8,077
Selling, general and administrative expenses		2,718		2,553		7,802		9,676
Total expenses		6,776		5,405		19,200		17,753
Operating income (loss)		1,516		385		2,941		(2,154)
Other income (expense):
Interest (expense) income		(5)		29		(41)		134
Other expense		(7)		(2)		(4)		(9)
Pretax income (loss)		1,504		412		2,896		(2,029)
Income tax (expense) benefit		(577)		(75)		(881)		749
Net income (loss)	$	927	$	337	$	2,015	$	(1,280)
Income (loss) per share - basic	$	0.07	$	0.03	$	0.15	$	(0.10)
Income (loss) per share - diluted	$	0.07	$	0.02	$	0.15	$	(0.10)
Weighted average common shares outstanding, basic		13,411		13,405		13,411		13,400
Weighted average common shares outstanding, diluted		13,726		13,528		13,520		13,400

RELM WIRELESS CORPORATION

Condensed Consolidated Balance Sheets

(In Thousands, Except Share Data) (Unaudited)

	September 30, 2009		December 31, 2008,
ASSETS
Current assets:
Cash & cash equivalents	$	8,068	$	5,475
Trade accounts receivable, net		4,227		1,769
Inventories, net		6,146		9,774
Deferred tax assets, net		707		1,562
Prepaid expenses & other current assets		476		931
Total current assets		19,624		19,511
Property, plant and equipment, net		1,400		1,386
Deferred tax assets, net		7,638		7,638
Capitalized software, net		2,672		1,732
Other assets		377		355
Total assets	$	31,711	$	30,622
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	1,748	$	1,849
Accrued compensation and related taxes		1,117		617
Accrued warranty expense		224		302
Accrued other expenses and other current liabilities		320		110
Total current liabilities		3,409		2,878
Long-term debt		—		1,500
Commitments and contingencies
Stockholders' equity:
Preferred stock; $1.00 par value; 1,000,000 authorized shares, none issued or outstanding.		—		—
Common stock; $0.60 par value; 20,000,000 authorized shares, 13,410,871 issued and outstanding shares at September 30, 2009 and December 31, 2008, respectively.		8,046		8,046
Additional paid-in capital		24,063		24,020
Accumulated deficit		(3,807)		(5,822)
Total stockholders' equity		28,302		26,244
Total liabilities and stockholders' equity	$	31,711	$	30,622